AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT
AMENDMENT NO. 2 dated as of May 13, 1999 (this "Amendment"), TO
EMPLOYMENT AGREEMENT, dated as of October 1, 1995, by and between CARIBINER
INTERNATIONAL, INC., a Delaware corporation having offices at 00 Xxxx 00xx
Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the "Company") and XXXXXXX X. XXXXXXX, an
individual residing at 000 Xxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000
("Employee").
W I T N E S S E T H:
WHEREAS, the Company and Employee are each parties to that certain
Employment Agreement, dated as of October 1, 1995, between the Company and
Employee (the "Employment Agreement");
WHEREAS, the Employment Agreement was amended by that certain Amendment
No. 1 to Employment Agreement dated as of October 1, 1998 ("Amendment No. 1");
WHEREAS, as of December 21, 1998 Employee ceased serving as the
Company's Chief Executive Officer and since that time has been serving as the
Company's Chairman;
WHEREAS, the parties hereto desire to amend and supplement the
Employment Agreement subject to the terms and conditions hereof;
1. Employment; Duties and Responsibilities. (a) Sections 1, 2 and 3 of
the Employment Agreement shall be amended to provide that Employee shall,
subject to the terms of this Amendment and the applicable terms and conditions
of the Employment Agreement and Amendment No. 1, hereafter be employed as a
non-executive employee and serve as Vice-Chairman of the Company. Employee
hereby resigns as Chairman of the Company as of the date hereof and confirms his
resignation as Chief Executive Officer of the Company as of December 21, 1998.
Notwithstanding anything to the contrary contained in Sections 1 and 2 of the
Employment Agreement, Employee shall hereafter be required to devote such of his
business time, efforts and attention to the business of the Company as, and from
such location, as the Company shall require, subject to Employee's prior
approval. Subject to the foregoing, Employee shall use his experience in the
industries and geographic locations in which the Company operates to develop new
client relationships on behalf of the Company and strengthen the Company's
existing client relationships. In addition, and also subject to the foregoing,
Employee shall at the reasonable request of the Board advise the Company's Chief
Executive Officer with respect to matters relating to the strategic direction of
the Company, and Employee shall also make reports to the Board on matters within
the scope of his responsibilities and experience.
(b) The first three (3) sentences and the sixth (6th) sentence of
Section 2 of the Employment Agreement shall be deleted therefrom.
(c) Section 3 shall be deleted from the Employment Agreement.
2. Compensation; Bonuses. Section 4(b) of the Employment Agreement and
Section 1(b) of the Amendment No. 1 shall each be deleted from the Employment
Agreement and Amendment No. 1. Section 4(c) of the Employment Agreement shall be
deleted therefrom. Employee acknowledges and agrees that no bonus compensation
is due him in respect of any past, current or future fiscal year of the Company.
3. Benefits. Sections 5(b) and 5(c) of the Employment Agreement shall
be deleted therefrom except that Employee shall be entitled to continue to
participate in any employee benefit plan in which he currently participates, or
any new benefit plan that the Company adopts in replacement of any such existing
plan, except vacation or bonus plans.
4. Term. The last two (2) sentences of Section 6 of the Employment
Agreement shall be deleted therefrom.
5. Termination. Section 8(a)(i) and 8(d) of the Employment Agreement
shall be deleted therefrom. Section 8 (b) of the Employment Agreement shall be
amended to provide that upon Employee's incapacity or disability, the Company
may terminate the Employment Agreement upon three (3) months' prior notice and
pay to Employee his Base Salary through September 30, 2001, payable in bi-weekly
installments. Section 8 (c) of the Employment Agreement shall be amended to
provide that upon Employee's death his legal representatives shall be entitled
to receive payments equal to his Base Salary through September 30, 2001, payable
in bi-weekly installments. In the event of a Change of Control of the Company,
Employee shall have the right to resign his employment with the Company
whereupon Employee's Base Salary through September 30, 2001 shall be paid to him
in a single lump sum (without discount for early payment but net of all
applicable withholding taxes) within fifteen (15) days of the date of Employee's
resignation and, subject to Section 3 of this Amendment, all benefits under
Section 5 of the Employment Agreement shall be provided to Employee through
September 30, 2001. In the event that Employee's employment is terminated other
than pursuant to Sections 8(a), 8(b) or 8(c) of the Employment Agreement
Employee's Base Salary through September 30, 2001 shall be paid to him, payable
in bi-weekly installments, and, subject to Section 3 of this Amendment, all
benefits under Section 5 of the Employment Agreement shall be provided to
Employee through September 30, 2001.
6. Ratification. As amended and supplemented by this Amendment, the
terms and conditions of the Employment Agreement, as amended (including, without
limitation, Sections 7 and 9 of the Employment Agreement) are hereby ratified
and confirmed and shall continue to be and remain in full force and effect
throughout the remainder of the Term or otherwise in accordance with their
terms.
7. Capitalized Terms. Unless otherwise defined herein, the defined
terms utilized herein shall have the same meaning as set forth in the Employment
Agreement.
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8. Counterparts. The Amendment may be executed in two (2) or more
counterparts, each of which shall be deemed an original but all of which taken
together shall constitute one and the same instrument.
IT WITNESS WHEREOF, the parties hereto have hereunto set their hands as
of the day and year first above written.
/s/ Xxxxxxx X. Xxxxxxx
--------------------------------
XXXXXXX X. XXXXXXX
CARIBINER INTERNATIONAL, INC.
By /s/ Xxxxxxxxxxx X. Xxxxxxxx
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Name: Xxxxxxxxxxx X. Xxxxxxxx
Title: President and Chief
Executive Officer
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